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  4. [8-K] Unicycive Therapeutics, Inc. Reports Material Event

Unicycive (UNCY) investors back board slate and 2026 auditor at meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Unicycive Therapeutics, Inc. held its Annual Meeting of Stockholders on June 19, 2025, with 14,964,159 common shares represented, constituting a quorum. Stockholders elected three directors — Dr. Shalabh Gupta, Dr. Sandeep Laumas, and D. Sarawati Kenkare‑Mitra — to serve until the 2027 annual meeting or until successors are elected and qualified.

Support for the nominees ranged from 7,510,434 to 8,131,958 votes "for," with broker non‑votes exceeding 6.6 million for each. Stockholders also ratified the appointment of Grassi & Co. CPAs, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 14,667,242 votes in favor, 286,958 against, and 9,928 abstentions.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 14,964,159 shares Common stock present for Annual Meeting quorum
Votes for Dr. Shalabh Gupta 8,131,958 votes Director election at Annual Meeting
Votes for Dr. Sandeep Laumas 7,696,050 votes Director election at Annual Meeting
Votes for D. Sarawati Kenkare-Mitra 7,510,434 votes Director election at Annual Meeting
Auditor ratification votes for 14,667,242 votes Approval of Grassi & Co. CPAs, P.C. for FY ending Dec 31, 2026
Auditor ratification votes against 286,958 votes Opposing Grassi & Co. CPAs, P.C. appointment
Auditor ratification abstentions 9,928 votes Abstaining on auditor ratification proposal
Annual Meeting of Stockholders financial
"On June 19, 2025, Unicycive Therapeutics, Inc. held its Annual Meeting of Stockholders"
broker non-votes financial
"The result of the votes to elect the three (3) directors was as follows ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The appointment of Grassi & Co. CPAs, P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 19, 2026

 

Unicycive Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40582   81-3638692
(State or other jurisdiction of   (Commission File Number)   IRS Employer
incorporation or organization)       Identification No.)

 

1975 W. El Camino Real, Suite 204

Mountain View, CA 94040

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (650) 351-4495

 

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock   UNCY   Nasdaq Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to Vote of Security Holders

 

On June 19, 2025, Unicycive Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 14,964,159 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 30, 2026 are as follows:.

 

Proposal 1.  All of the three (3) nominees for director were elected to serve until the 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the three (3) directors was as follows:

 

Directors  For   Withhold   Broker
Non-Votes		 
Dr. Shalabh Gupta   8,131,958    173,587    6,658,614 
Dr. Sandeep Laumas   7,696,050    609,525    6,658,584 
D. Sarawati Kenkare-Mitra   7,510,434    795,108    6,658,617 

 

Proposal 2. The appointment of Grassi & Co. CPAs, P.C. as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2026 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For   Against   Abstain   Broker Non Vote 
 14,667,242    286,958    9,928    31 

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 22, 2026

 

  UNICYCIVE THERAPEUTICS, INC.
   
  By:  /s/ Shalabh Gupta                      
    Shalabh Gupta
    Chief Executive Officer

 

2

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Unicycive Therapeutics (UNCY) stockholders vote on at the latest annual meeting?

Stockholders voted on electing three directors and ratifying the independent auditor. All three director nominees were elected, and Grassi & Co. CPAs, P.C. was approved as Unicycive’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were Unicycive Therapeutics (UNCY) director nominees elected by stockholders?

Yes, all three director nominees were elected. Dr. Shalabh Gupta, Dr. Sandeep Laumas, and D. Sarawati Kenkare‑Mitra each received a majority of votes cast "for" their election, with additional broker non‑votes recorded on each director proposal.

How many Unicycive (UNCY) shares were represented at the annual meeting?

A total of 14,964,159 shares of Unicycive common stock were represented. These shares were present in person or by valid proxy at the Annual Meeting, which the company states was sufficient to constitute a quorum for conducting official stockholder business.

Which audit firm did Unicycive (UNCY) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Grassi & Co. CPAs, P.C. as Unicycive’s independent registered public accounting firm. The approval applies to the company’s fiscal year ending December 31, 2026, and received substantially more votes "for" than "against" or "abstain."

What were the voting results for Unicycive (UNCY) auditor ratification?

The auditor ratification received 14,667,242 votes "for," 286,958 votes "against," and 9,928 abstentions. There were also 31 broker non‑votes recorded on this proposal, according to the reported final voting results from the Annual Meeting.

How did Unicycive (UNCY) stockholders vote on CEO Dr. Shalabh Gupta as director?

Dr. Shalabh Gupta received 8,131,958 votes "for" and 173,587 votes "withheld." There were also 6,658,614 broker non‑votes for his election, reflecting shares held by brokers that did not provide specific voting instructions on this director proposal.

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